Yearly Archives: 2009

Investor Protection and Interest Group Politics

Posted by Lucian Bebchuk, Harvard Law School, on
Wednesday, March 11, 2009
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This post is by Lucian Bebchuk of Harvard Law School.

The Review of Financial Studies will publish later this year my paper with Zvika Neeman on “Investor Protection and Interest Group Politics.”

The paper models how lobbying by interest groups affects the level of investor protection. In our model, three groups – insiders in existing public companies, institutional investors (financial intermediaries), and entrepreneurs who plan to take companies public in the future – compete for influence over the politicians setting the level of investor protection. We identify conditions under which this lobbying game has an inefficiently low equilibrium level of investor protection. Factors pushing investor protection below its efficient level include the ability of corporate insiders to use the corporate assets they control to influence politicians, and the inability of institutional investors to capture the full value that efficient investor protection would produce for outside investors. The interest that entrepreneurs (and existing public firms) have in raising equity capital in the future, we show, reduces but does not eliminate the distortions arising from insiders’ interest in extracting rents from the capital that public firms already possess. Our analysis generates testable predictions, and can explain existing empirical evidence, regarding the way in which investor protection varies over time and around the world.

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Here is a more detailed outline of the article’s analysis, results, and contributions: The paper seeks to contribute to understanding what determines the level of that protection and the reason such protection might fall short of being optimal. Why do countries vary so much in their level of investor protection? Why do levels of investor protection within any given country change over time? When investor protection is too low, is such suboptimality generally due to lack of knowledge on the part of public officials, which should be expected to disappear as they learn more about which governance arrangements are optimal? Or are there some structural political impediments that may enable excessively lax corporate rules to persist even after they are recognized as inefficient? The paper aims to contribute to answering these questions by developing a model of how interest group politics affects the level of investor protection.

To be sure, a country’s level of investor protection may be influenced by long-standing factors such as the country’s legal origin, its culture and ideology, or the religion of its population, all of which lie outside the realm of current interest group politics. But given that countries do change their investor protection arrangements considerably over time, the level of such protection at any given point in time may also result at least partly from recent decisions by pubic officials. The theory of regulatory capture (Stigler (1971) suggests that the regulatory decisions by public officials might be influenced and distorted by the influence activities of rent-seeking interest groups. In the area of finance, Rajan and Zingales (2003, 2004) and Perotti and Volpin (2008) argue that existing firms seeking to deter entry and retain market power lobby for weak investor protection that would make it difficult for potential entrants to raise capital. Our analysis focuses on another conflict among interest groups – the struggle between public firms’ corporate insiders, who seek to extract rent from the capital under their control, and the outside investors who provided them with capital.

We view lobbying on investor protection as important because, in the ordinary course of events, most corporate issues are intensely followed by the interest group with sufficient stake and expertise but are not sufficiently understood and salient to most citizens. When this is the case, politicians can expect their investor protection decisions to have limited direct effects on voting behavior, which implies that these effects do not significantly influence politicians’ investor protection decisions. In contrast, such decisions may be significantly affected by the activities of organized interest groups.

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Removing the Overhang Plaguing Bank Equity Valuations

Posted by Edward D. Herlihy, Wachtell, Lipton, Rosen & Katz, on
Tuesday, March 10, 2009
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This post is based on a client memorandum by Edward D. Herlihy, Craig M. Wasserman, Lawrence S. Makow, Richard K. Kim, Jeannemarie O’Brien, Nicholas G. Demmo, and Matthew M. Guest of Wachtell, Lipton, Rosen & Katz.

We are at a critical point in working our way through the current financial crisis. The situation initially manifested as a crisis of confidence among depositors, financial institution counterparties and market participants that led to sudden and catastrophic collapses of leading financial institutions. Now the crisis appears to have evolved beyond that stage, with declining housing prices and low consumer confidence slowing the economy and the initial panic being replaced with lingering investor uncertainty about the business model of financial institutions, the direction governmental intervention might take and the risk that the changing rules of the game – on compensation, cramdown or otherwise – will continue to whipsaw investors. Much of this crisis is fed by a 24/7 media cycle that, without actual collapses or bank runs to report, repeats speculation about financial institution balance sheet and capital (further fueling concern about the direction of government policy and actions including the spectre of actual, if not de facto, “nationalization”) and inciting resentment over executive compensation, among other things.

Much of the future direction beyond this critical juncture will depend on the choices made by the new administration and in Congress. Will a clear focus be maintained on prompt, decisive steps necessary to restore confidence to the financial system, and will we let bank regulators and bank management go back to doing their jobs and join together in working our way out of the current situation? Or will the focus remain blurred by measures that (though sometimes well-intentioned) have served to discourage the capital buildup necessary to facilitate repayment of TARP funds, outright political intervention, and unwarranted punitive rhetoric that destroys the public confidence so critical to a recovery?

Getting the recovery on track is likely to involve respect for the following tenets:

• The banking system that has served our nation so well, while currently challenged, is not fundamentally broken and need not be destroyed.

• The long-term health of the economy depends on a robust, trusted banking system.

• Restoring private capital investment in financial institutions must have the highest and clearest priority, and doing so requires not only government action where necessary, but also appropriate restraint, including a renewed commitment to a stable legal framework and ceasing retroactive, game-changing interventions that cause private capital to flee.

• We already have a strong and robust system of financial regulation in place that, while it can be improved, should be allowed to function with a minimum of political interference to do the day-to-day blocking and tackling necessary to restore public confidence in the banking system. For instance, concerns regarding executive compensation could be simply and readily addressed by the existing federal regulatory framework for monitoring compensation at institutions deemed to be in troubled condition. Moreover, recognizing that all bank mergers are already subject by law to a rigorous regulatory review eliminates the need to add layers of additional rules that indiscriminately prohibit potentially useful transactions.

• Bank mergers, key employee compensation and other strategic business decisions are important tools that, when properly used, are essential for bank managers to build the strength of their institutions; these important tools should not be lightly interfered with and will continue to be used by banks, as they have been in the past, only under the watchful eyes of the banking regulators.

First: Job No. 1 is restoring private capital investment in financial institutions. Regulators already have a clear window into banking institutions and they should consider clearly communicating the financial condition of the nation’s banks in advance, and in lieu, of a vaguely defined future “stress test.” Relentless speculation about banks amid plunging common stock prices and indiscriminate talk that “the banking industry is effectively insolvent” has created a mistaken impression of hairtrigger fragility among the nation’s banks. Regulators should play a leading role in promptly fixing this misimpression.

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Impact of Global Settlement on Analyst Recommendations

Posted by Jim Naughton, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on
Monday, March 9, 2009
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This post comes from Ohad Kadan of Washington University in St. Louis, Leonardo Madureira of Case Western Reserve University, Rong Wang of Singapore Management University; and Tzachi Zach of Ohio State University.

In our paper Conflicts of Interest and Stock Recommendations: The Effects of the Global Settlement and Related Regulations, which was recently accepted for publication in the Review of Financial Studies, we investigate the impact of regulatory changes, including the Global Settlement, NASD Rule 2711 and the amended NYSE Rule 472, on analysts’ recommendations. We address three main questions. First, have analysts’ recommendations become more informative following the regulations? Second, did the regulations mitigate the effects of conflicts of interest? Lastly, did the regulations affect the response of investors to analysts’ recommendations?

Following the regulations, most leading investment banks moved from the traditional five-tier rating system to a coarser three-tier rating system over a short period of time (typically one day). The adoption of new rating systems was accompanied by banks completely reshuffling their recommendations, obtaining a more balanced distribution. We examine the informativeness of recommendations, as proxied by investors’ reactions, and how it was affected by the regulations. We start by examining conditional informativeness measured as the abnormal price reactions to recommendations, conditional on their type (optimistic, neutral, and pessimistic). The results suggest that investors internalized the change in the distribution of recommendations in the period following the regulations. For instance, the price response to optimistic recommendations is more positive in the Post-Reg period, suggesting that optimistic recommendations are perceived to be more reliable. By contrast, price responses to neutral and pessimistic recommendations are less negative following the regulations, since more recommendations fall under these categories. In additional tests, we find that the overall informativeness of recommendations has significantly decreased following the regulations: The absolute price reactions to stock recommendations are significantly lower in the Post-Reg period. We further show that recommendations issued by brokers who use a three-tier rating system (before or after the regulations) provide less information to investors. Additionally, the decline in informativeness after the regulations is stronger for banks that were sanctioned in the Global Settlement, all of whom have switched to a three-tier system.

We use a difference-in-differences approach to gauge the impact of the regulations on conflicts of interest between investment banking and research. Our main proxy for the presence of conflicts of interest is past underwriting relationship between the brokerage house and the recommended firm (affiliation). We document a significant change in how conflicts of interest influence stock recommendations. We corroborate prior research and the concerns of regulators by showing that conflicts of interest were associated with excess optimism in the Pre-Reg period. We show that in the Post-Reg period, affiliated analysts are as likely to issue optimistic recommendations as unaffiliated analysts. Moreover, the difference-in-differences between affiliated and unaffiliated analysts across the two periods is significant, suggesting that analysts have changed their recommendation practices. In contrast, conflicts of interest might still be influencing pessimistic recommendations. In both the Pre-Reg and Post-Reg periods, affiliated analysts are more reluctant to issue pessimistic recommendations than unaffiliated analysts, and the difference-in-differences is not significant. Alternative measures of conflicts of interest, also suggest significant changes in analysts’ practices. Before the regulations, analysts were overly optimistic regarding firms that have recently issued equity, and with respect to firms that experience financing deficit. We show that after the regulations, this optimism has declined significantly.

Finally, we examine whether investors react differently to recommendations issued by potentially conflicted analysts before and after the regulations. We find that investors discount affiliated neutral recommendations to a lesser extent after the regulations. However, we do not find such evidence for optimistic and pessimistic recommendations.

Collectively, we view our findings as consistent with a limited achievement of the regulations’ objectives. Although the mix of recommendations has become more balanced, the overall informativeness of recommendations has declined in the Post-Reg period.

The full paper is available here.

Another perspective on Citigroup and AIG

Posted by the Harvard Law School Forum on Corporate Governance & Financial Regulation, on
Sunday, March 8, 2009
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Editor’s Note: This post is by Larry Ribstein of the University of Illinois College of Law. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

The Delaware chancery court has decided two very important cases arising out of notorious cases of managerial malfeasance or neglect – In re Citigroup Inc Shareholder Derivative Litigation, decided February 24, and American International Group, Inc. Consolidated Derivative Litigation, decided February 10.

As discussed in a Wachtell, Lipton, Rosen & Katz client memorandum posted here last week, and by Francis Pileggi here, the Citigroup decision reaffirms business judgment protection in Delaware by emphasizing the “extremely high burden” plaintiffs face in suing directors for breach of Caremark oversight duties. In this case, Chancellor Chandler held that merely claiming that directors made a bad business decision by failure to monitor business risk was not enough to excuse demand in a derivative suit.

However, in the AIG decision, Vice Chancellor Strine refused to dismiss a Caremark claim in the face of allegations of criminality and insider trading. This case was also analyzed by Francis Pileggi here.

Rather than rehashing the excellent analyses of these cases discussed in the posts linked above, I will focus on the broader implications of these opinions for corporate fiduciary jurisprudence in the post-meltdown era. I will emphasize three issues: the indeterminacy of corporate fiduciary law, the weakness of this law and other corporate monitoring devices in addressing the recent breakdown in corporate governance; and how these cases relate to Delaware jurisprudence on unincorporated business entities.

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Directors’ Duty of Oversight in a Meltdown

Posted by Peter Atkins, Skadden, Arps, Slate, Meagher & Flom LLP, on
Sunday, March 8, 2009
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The post is based on a client memorandum by Peter Atkins, Edward Welch and Jennifer Voss of Skadden, Arps, Slate, Meagher & Flom LLP. Other posts on this Forum that also discuss In Re Citigroup Inc. Shareholder Derivative Litigation are available here and here. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

This note was prompted by our review of the recent decision of the Delaware Court of Chancery in In Re Citigroup Inc. Shareholder Derivative Litigation, C.A. No. 3338-CC. In the context of dismissing, on the basis of a failure adequately to plead demand futility, allegations in a complaint of breaches by directors of their duty of oversight, the Court emphasizes the continuing vitality and primacy of the business judgment rule presumption as a key protector of our system of private capital investment. For corporate lawyers, the analysis and outcome of the case is not particularly surprising. However, in this meltdown environment, the outcome could easily be misunderstood as a reflection of a supposed era of state corporate law being too kind and gentle to directors.

So we’ve written this note to include some context and elaboration, rather than just reporting some specific key findings and an overall assessment — such as “It is a heartening decision for directors who oversee their companies in good faith, even though business decisions made on their watch result in ‘staggering’ losses” — which would likely only contribute to the misunderstanding.

Our objective is to illuminate both the serious and thoughtful approach to decisionmaking reflected in the Citigroup decision — an approach that is characteristic of Delaware judicial decisions generally — as well as the important underlying economic policy on which it is grounded. In addition, in a particularly difficult time, when change seems to be the order of the day, we hope that by providing some context and elaboration we may in some small way help counteract a tendency to discard or diminish certain core legal concepts which have stood the test of time and for good reason.

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That famous curse — may you live in interesting times — is upon us! For directors of business corporations nothing could be more true. For almost a year now, the global financial markets have been in turmoil, and the global economy has followed suit. In more ebullient times, risks were undertaken in businesses across many industries and around the world that, on a hindsight basis, the directors and management of numerous companies wish had never occurred. As events have unfolded, operating results have plummeted, balance sheets have deteriorated, stock market values have declined dramatically and personal wealth has imploded. All in all an ugly environment and one uniquely positioned for victims to assign blame and seek recompense.

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SEC Reverses Course on TARP-Related Shareholder Proposal

Posted by Jeremy L. Goldstein, Wachtell, Lipton, Rosen & Katz, on
Saturday, March 7, 2009
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This post by Jeremy Goldstein is based on a client memo by Mr. Goldstein and his colleagues Lawrence S. Makow, Jeannemarie O’Brien, Nicholas G. Demmo, and David M. Adlerstein of Wachtell, Lipton, Rosen & Katz.

The SEC staff has denied a no-action request by Regions Financial to exclude a shareholder proposal requesting that Regions impose numerous restrictions on executive compensation in light of the company’s participation in the TARP Capital Purchase Program (CPP). Several unions have reportedly submitted the proposal (or a variation thereof) at nearly two dozen financial institutions. Its restrictions, if adopted, would severely hamstring a company in designing compensation to attract, retain and incentive senior management. The union proposal would micromanage executive compensation with a laundry list of rigid, inflexible restrictions, including an annual cap on incentive compensation, a requirement of performance vesting for most long-term equity compensation, a requirement that stock option strike prices be peer-indexed, a bar against executives selling more than 25% of their equity awards while they remain employed, a prohibition on accelerated (e.g., non-cause firing) vesting for all executive equity awards, a limit on severance payments to no more than annual salary and a freeze on the accrual of retirement benefits under SERPs.

Regions argued that the proposal is actually multiple proposals in violation of Rule 14a-8 and is vague and indefinite (among other reasons, for failing to say whether the restrictions would be permanent or limited to the period of TARP participation). Regions also argued that it had substantially implemented the proposal by agreeing to limit executive compensation in its CPP investment agreement with the U.S. Treasury. Last December, the SEC staff granted no-action relief to SunTrust on a substantially identical shareholder proposal. In denying Regions’ request for no-action relief, the staff provided no explanation for its about-face.

As described in our memorandum of February 13, 2009, the just-enacted stimulus bill requires Treasury to implement harsh compensation restrictions for TARP participants. Last week, Treasury announced its own distinct set of compensation requirements for prospective TARP participants. Each of these differs from the contractual compensation restrictions that CPP participants believed they were signing up for in round one of the TARP. Right now, directors and managers of financial institutions are being compelled to spend significant time grappling with responses to these developments. In this overheated environment, boards of many major financial companies will now also have to contend with the recent wave of “kitchen sink” shareholder initiatives on executive compensation. The SEC and investors alike would be well served to consider whether a continual ratcheting up of distraction and pressure on financial institutions is the best path to hastening economic recovery and restoring credit markets.

Debt Enforcement Around the World

Posted by the Harvard Law School Forum on Corporate Governance & Financial Regulation, on
Friday, March 6, 2009
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Editor’s Note: This post is by Andrei Shleifer of the Harvard University Department of Economics.

In a recently published Journal of Political Economy paper entitled Debt Enforcement around the World (co-written with Simeon Djankov, Oliver Hart and Caralee McLiesh), my co-authors and I study debt enforcement with respect to an insolvent firm in 88 countries. To do so, we present insolvency practitioners in each country with the same case study of an insolvent firm. The case was developed jointly with the Committee on Bankruptcy of the International Bar Association to be representative of insolvency of a midsize firm in many countries. The firm is a hotel with a given number of employees, capital and ownership structure, value as a going concern, and a lower value if sold piecemeal. It is otherwise identical across countries except that the economic values are all normalized by the country’s per capita income.

Our analysis is organized around the procedures that the respondents say are likely to be used in their countries to address the insolvency of the hotel, which are (1) foreclosure by the senior creditor, which may or may not involve a court; (2) liquidation; and (3) reorganization. We find that debt enforcement around the world is highly inefficient, even in the relatively simple case we consider. The inefficiency comes from high administrative costs and long delays, but also from excessive piecemeal sales of viable businesses. The inefficiency is linked to underdevelopment, which probably proxies for poor public sector capacity of a country, and to French legal origin, which probably proxies for excessive formalism of the debt enforcement process. The inefficiency is also related to such structural aspects of debt enforcement as ineffective collateral systems, poorly structured appeals, business interruptions during bankruptcy, and inefficient voting among creditors. The inefficiency correlates with underdeveloped debt markets, consistent with the view that failures of debt enforcement discourage lending.

The narrative that emerges from these findings is straightforward. Developing countries follow the rich ones and introduce elaborate bankruptcy procedures, presumably designed to save and rehabilitate insolvent firms. In the rich countries, although these procedures are time consuming and expensive, they typically succeed in preserving the firm as a going concern. In the developing countries, in contrast, these procedures nearly always fail in their basic economic goal of saving the firm; in fact, 80 percent of insolvent businesses end up being sold piecemeal. The odds of saving the firm are especially low in the French legal origin countries, which have highly formal bankruptcy procedures. Our analysis suggests that less formalistic mechanisms might improve debt enforcement in a developing country. In addition, efficiency may be improved through a number of small changes in how debt enforcement is organized, such as restricting appeals in bankruptcy proceedings, moving toward absolute priority and to floating charge debt.

The full paper is available for download here. In addition, the data used in this paper can be downloaded from here.

Financial Reporting in a Time of Crisis

Posted by James Turley, Chairman and Chief Executive Officer, Ernst & Young, on
Thursday, March 5, 2009
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The post below by James Turley is a transcript of remarks by him at the Commonwealth Club in San Francisco on February 5, 2009.

Good evening and thank you to the Commonwealth Club for inviting me to speak here today. I’m well aware of the club’s rich history, and I’m proud to have this opportunity to be with you tonight.

I’ve just returned from the annual meeting of the World Economic Forum, which is better known simply as “Davos.” As you may know, this multi-day event brings together leaders in business and government, for discussions on a range of important topics. There were a number of useful discussions — some of them enlightening, one or two uplifting, many of them sobering.

As you probably know, Ernst & Young has operations in about 140 countries, and I seem to spend a great deal of my time across all of them. In conversations around the world, and certainly in Davos, I’ve heard a lot of blame directed at the United States, as the place that gave birth to the financial crisis that is impacting markets globally. The critics make a number of points. They talk about erosion in US fiscal discipline…reckless lending by mortgage lenders…and excessive leverage at financial institutions. They also point to the role of the credit-dependent American consumer…it’s not just the banks that need deleveraging, it’s the American consumer. The view is that the United States has created an illness in the financial system that has now infected everyone else. And you know what? I think a lot of these criticisms ring true.

Yet, at the same time, in the middle of this financial crisis, I also heard in Davos a sense of determination and hope. Many see that there are important opportunities right now, and are looking for leadership. Many believe that the combination of the financial crisis, an enhanced appreciation for global interconnectivity, and a new US Administration will create momentum for needed change and reform. In the early going, President Obama enjoys tremendous goodwill among political and business leaders the world over.

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Voting Integrity

Posted by Stephen Davis, Millstein Center for Corporate Governance & Performance, Yale School of Management, on
Thursday, March 5, 2009
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This post is by Stephen Davis of the Yale School of Management.

The Millstein Center for Corporate Governance and Performance at the Yale School of Management has recently released a new policy briefing entitled “Voting Integrity: Practices for Investors and the Global Proxy Advisory Industry.”

Accountability of corporate boards to shareowners rests in large part on the integrity of the system by which investors vote their proxy ballots. Shareowners rely on the vote to affect the governance of a company; corporate directors see the vote as a barometer of investor confidence in board stewardship. Outcomes determine the fate of director tenure, mergers, acquisitions, capital raising, remuneration plans and other critical decisions with sometimes profound consequences for stakeholders and the marketplace.

However, this briefing finds that the proxy voting system in the US and other markets is chronically subject to criticism that it is short on integrity sufficient to ensure trust. Parties involved are institutional investors, agents such as proxy advisory services, and intermediaries charged with transmitting ballots. Threats include conflicts of interest, opacity, technical faults in the chain by which ballots are transmitted, and a shortage of resources devoted to informed decision-making.

Remedies proposed in this briefing include:

• Governance firms should endorse and comply with a first industry-wide code of professional ethics, including a general ban on a vote advisor performing consulting work for any company on which it provides voting recommendations or ratings.

• Institutional investors should endorse and follow guidance on their own governance produced by the International Corporate Governance Network.

• Institutional investors should report to clients or beneficiaries at least annually on their voting policies and voting records. Further, such institutions should regularly review voting policies to ensure they are fit for purpose; identify, manage and disclose real or potential conflicts of interest on a regular basis; and determine the level and quality of resources necessary and appropriate to deliver vote recommendations and decisions that are in line with their voting policies.

• The US Securities and Exchange Commission should empanel a high-level independent review aimed at modernizing the US proxy voting system. Regulators should work with counterpart bodies in other markets to supervise the seamless integration of national systems to enable accurate and efficient cross-border voting.

The full briefing can be found here.

Lessons from the Financial Crisis

Posted by Jim Naughton, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on
Wednesday, March 4, 2009
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This post comes from Mats Isaksson of the Organization for Economic Co-operation and Development.

The OECD Steering group has recently issued a report entitled “Corporate Governance Lessons from the Financial Crisis.”

This Report concludes that the financial crisis can be to an important extent attributed to failures and weaknesses in corporate governance arrangements. When they were put to a test, corporate governance routines did not serve their purpose to safeguard against excessive risk taking in a number of financial services companies. A number of weaknesses have been apparent. The risk management systems have failed in many cases due to corporate governance procedures rather than the inadequacy of computer models alone: information about exposures in a number of cases did not reach the board and even senior levels of management, while risk management was often activity rather than enterprise-based. These are board responsibilities. In other cases, boards had approved strategy but then did not establish suitable metrics to monitor its implementation. Company disclosures about foreseeable risk factors and about the systems in place for monitoring and managing risk have also left a lot to be desired even though this is a key element of the Principles. Accounting standards and regulatory requirements have also proved insufficient in some areas leading the relevant standard setters to undertake a review. Last but not least, remuneration systems have in a number of cases not been closely related to the strategy and risk appetite of the company and its longer term interests.

The Report also suggests that the importance of qualified board oversight, and robust risk management including reference to widely accepted standards is not limited to financial institutions. It is also an essential, but often neglected, governance aspect in large, complex non-financial companies. Potential weaknesses in board composition and competence have been apparent for some time and widely debated. The remuneration of boards and senior management also remains a highly controversial issue in many OECD countries.

The current turmoil suggests a need for the OECD, through the Steering Group on Corporate Governance, to re-examine the adequacy of its corporate governance principles in these key areas in order to judge whether additional guidance and/or clarification is needed. In some cases, implementation might be lacking and documentation about the existing situation and the likely causes would be important. There might also be a need to revise some advice and examples contained in the OECD Methodology for Assessing the Implementation of the OECD Principles of Corporate Governance.

The full report can be found here.

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